On Assignment, Inc. (NYSE: ASGN), a leading global provider of diversified professional staffing solutions, today reported results for the quarter ended December 31, 2012.

Fourth Quarter Highlights

Revenues were $401.7 million and above the high-end of the previously-announced estimates.

Revenues were up 3.4 percent sequentially (1.6 percent excluding Nurse Travel). This was achieved despite approximately $1.2 million in lost revenues from Hurricane Sandy and 1.5 fewer billable days in the quarter.

Effective tax rate was 45.4 percent for the quarter and 43.1 percent for the full year. The rate for Q4 included the effects of higher than expected non-deductible expenses related to Apex Systems.

Net Income was $11.3 million ($0.21 per diluted share) compared with $7.5 million ($0.20 per diluted share) in the fourth quarter of 2011 and $17.4 million ($0.33 per diluted share) in the third quarter of 2012.

Net Income (before the $8.4 million increase in amortization expense of intangible assets) was $16.4 million ($0.31 per diluted share). In Q4, the valuation of the identifiable intangible assets and amortization methods were finalized for Apex Systems resulting in an $8.4 million retrospective increase in amortization of which $5.0 million related to prior quarters.

Leverage ratio (total indebtedness to trailing twelve months Adjusted EBITDA) was 2.73 to 1 compared with 3.79 to 1 as of May 15, 2012, the effective date of the acquisition of Apex Systems.

Commenting on the results, Peter Dameris, President and Chief Executive Officer of On Assignment, Inc., said, “During the fourth quarter, we achieved many milestones that we believe position us well for a strong performance in 2013. These achievements include exceeding the high-end of our Q4 estimates and reporting sequential growth despite approximately one and a half fewer billable days and the effects on our business of Hurricane Sandy. We also continued to pay down our debt and reduce our leverage ratio.”

Dameris concluded, “We recently kicked off a process to develop a five-year strategic plan for the company. We have engaged the Parthenon Group to assist us in this process and expect to review key aspects of our strategic plan with our shareholders and employees in the second half of the year.”

Sale of Nurse Travel Division

On February 12, 2013, the Company completed the sale of its Nurse Travel Division for $31.0 million. The Company has agreed to provide certain back office services during a transitional period. This division accounted for 4.1 percent of pro forma 2012 revenues and 3.4 percent of pro forma 2012 gross profit and will be reported as discontinued operations in the Form 10-Q covering the first quarter of 2013.

Fourth Quarter 2012 Results

Revenues were $401.7 million, up 148 percent year-over-year and 3.4 percent on a sequential basis. Excluding Nurse Travel, revenues were $380.4 million, up 157 percent year-over-year and 1.6 percent sequentially. Apex Systems, which was acquired on May 15, 2012, accounted for $207.6 million, or 51.7 percent, of total revenues for the quarter. The Company’s other segments reported combined year-over-year revenue growth of 20.0 percent (16.8 percent without Nurse Travel).

Gross profit was $121.3 million, up 126 percent year-over-year and 1.9 percent sequentially. Excluding Nurse Travel, gross profit was $115.6 million, up 131 percent year-over-year and flat sequentially. The year-over-year growth was primarily due to the inclusion of Apex Systems, which accounted for $56.8 million, or 46.8 percent, of total gross profit and the year-over-year revenue growth of the other business segments. Gross margin was 30.2 percent compared with 33.1 percent for the fourth quarter of 2011. The year-over-year compression in gross margin was attributable to the inclusion of Apex Systems, which has a lower gross margin than the Company’s other business segments. Excluding Apex Systems, the combined gross margin for the other business segments was 33.2 percent, up slightly from the 33.1 percent in the fourth quarter of 2011.

Selling, general and administrative expenses (excludes amortization of intangible assets) were $82.7 million, up from $79.2 million in Q3 and below the high-end of our estimates for the quarter. The sequential increase included costs of added headcount and other expenses in the operating divisions to drive growth in 2013 and in the corporate departments to enhance our platform to support the larger organization.

Amortization of intangible assets (which is not included in SG&A) was $11.9 million, up from $3.3 million in Q3. The increase was attributable to adjustments made in Q4 for differences between the finalized asset valuation and amortization rates for the customer relationship intangible asset related to the acquisition of Apex Systems and the preliminary determinations reflected in Q2 and Q3. These adjustments are on a retrospective basis to the purchase date and Q4 includes an adjustment of $5.0 million related to Q2 and Q3. The customer relationship asset final valuation was $92.1 million and is being amortized on an accelerated basis over a 10-year period using the customer relationship attrition rate used in valuing the asset.

Adjusted EBITDA (earnings before interest, taxes, depreciation, and amortization of identifiable intangible assets plus equity-based compensation expense, impairment charges and acquisition-related costs), was $44.3 million, up from $17.7 million in the fourth quarter of 2011 and down from the $45.5 million in the third quarter of 2012. The Adjusted EBITDA margin (Adjusted EBITDA as a percentage of revenues) was 11.0 percent compared with 10.9 percent for the fourth quarter of 2011 and 11.7 percent in the third quarter of 2012 (which had included $1.0 million benefit from the write-down of an earnout obligation).

The effective tax rate for the quarter was 45.4 percent compared with 42.3 percent for Q3 2012. The increase in the effective tax rate related to higher than expected meals and entertainment expense (which are subject to a 50 percent disallowance) from Apex Systems and the effects of full valuation allowances on deferred tax assets of certain of our foreign subsidiaries. This higher rate resulted in approximately $0.6 million increase ($0.01 per share) in the provision for income taxes. The effective tax rate for the full year is 43.1 percent, up from 41.4 percent in 2011 mainly due to the inclusion of Apex Systems.

Net income was $11.3 million ($0.21 per diluted share) compared with $7.5 million (0.20 per diluted share) for the fourth quarter of 2011. Income before income taxes included approximately $0.7 million ($0.01 per diluted share) in non-recurring acquisition costs. The $8.4 million increase in amortization expense on the customer relationship intangible asset discussed above, reduced net income $5.1 million ($0.10 per diluted share).

Financial Estimates for 2013

On Assignment is providing financial estimates for the first quarter and full year 2013. These estimates do not include any operating results from our Nurse Travel division (including the gain on the sale), acquisition-related costs or any expenses related to our strategic planning project. Those estimates follow:

First Quarter 2013

Revenues of $375 million to $380 million

Gross Margin of 29.4 percent to 29.7 percent

SG&A (excludes amortization of intangible assets) of $83 to $85 million (includes $2.0 million in depreciation and $2.6 million in equity-based compensation expense)

Amortization of intangible assets of $5.4 million

Adjusted EBITDA of $31 million to $34 million

Effective tax rate of 43 percent

Net income of $8.8 million to $10.5 million

Earnings per diluted share of $0.16 to $0.19

Diluted shares outstanding of 54.2 million

The Q1 estimates reflect normal seasonality in the business in which gross margins are lower sequentially due the reset of payroll taxes and SG&A expenses are higher sequentially due to headcount added in Q4 and Q1 to drive revenue growth for the year. The estimates assume year-over-year revenue growth of approximately 11 percent for Apex Systems, low teens for Oxford, a slight contraction for Life Sciences, low single digits for Physician Staffing and mid-to-high teens for Allied Healthcare. The estimates above assume no deterioration in the staffing markets that On Assignment serves.

Full Year 2013

Revenues of $1,605 million to $1,660 million

Gross Margin of 30.3 percent to 30.5 percent

SG&A (excludes amortization of intangible assets) of $350 to $375 million, which includes $9.0 million in depreciation and $14.5 million in equity-based compensation expense

Amortization of intangible assets of $21.0 million

Adjusted EBITDA of $164 million to $170 million

Effective tax rate of 43 percent

Net income of $56 million to $60 million

Earnings per diluted share of $1.02 to $1.09

Diluted shares outstanding of 55 million

The estimates assume year-over-year revenue growth of 10 to 15 percent for Technology (Apex Systems and Oxford), 8 to 10 percent for Life Sciences, approximately 11 percent for Physician Staffing and mid-to-high teens for Allied Healthcare. The estimates above assume no deterioration in the staffing markets On Assignment serves.

On Assignment will hold a conference call today at 1:30 p.m. PST (4:30 EST) to review its fourth quarter financial results. The dial-in number is 877-837-4158 (+1-281-913-8521 for callers outside the United States) and the conference ID number is 87843435. Participants should dial in ten minutes before the call. A replay of the conference call will be available beginning today at 4:30 p.m. PST and ending midnight EST on Thursday, February 28, 2013. The access number for the replay is 855-859-2056 (1+404-537-3406 for callers outside the United States) and the conference ID number 87843435.

This call is being webcast by Thomson/CCBN and can be accessed via On Assignment’s web site at www.onassignment.com. Individual investors can also listen at Thomson/CCBN's site at www.fulldisclosure.com or by visiting any of the investor sites in Thomson/CCBN's Individual Investor Network.

About On Assignment

On Assignment, Inc. (NYSE: ASGN), is a leading global provider of in-demand, skilled professionals in the growing technology, healthcare and life sciences sectors, where quality people are the key to success. The Company goes beyond matching résumés with job descriptions to match people they know into positions they understand for temporary, contract-to-hire, and direct hire assignments. Clients recognize On Assignment for their quality candidates, quick response, and successful assignments. Professionals think of On Assignment as career-building partners with the depth and breadth of experience to help them reach their goals.

On Assignment was founded in 1985 and went public in 1992. The corporate headquarters are located in Calabasas, California, with a network of approximately 131 branch offices throughout the United States, Canada, United Kingdom, Netherlands, Ireland and Belgium. Additionally, physician placements are made in Australia and New Zealand. To learn more, visit http://www.onassignment.com.

Reasons for Presentation of Non-GAAP Financial Measures

Statements made in this release and the Supplemental Financial Information accompanying this release include non-GAAP financial measures. Such information is provided as additional information, not as an alternative to our consolidated financial statements presented in accordance with GAAP, and is intended to enhance an overall understanding of our current financial performance. The Supplemental Financial Information sets forth financial measures reviewed by our management to evaluate our operating performance. Such measures also are used to determine a portion of the compensation for some of our executives and employees. We believe the non-GAAP financial measures provide useful information to management, investors and prospective investors by excluding certain charges and other amounts that we believe are not indicative of our core operating results. These non-GAAP measures are included to provide management, our investors and prospective investors with an alternative method for assessing our operating results in a manner that is focused on the performance of our ongoing operations and to provide a more consistent basis for comparison between quarters. One of the non-GAAP financial measures presented is EBITDA (earnings before interest, taxes, depreciation, and amortization of identifiable intangible assets), other terms include Adjusted EBITDA (EBITDA plus equity-based compensation expense, impairment charges and acquisition related costs) and Net Income Before Acquisition Related Costs (Net Income plus acquisition related expenses, deferred financing fees written –off and non-recurring financing fees, net of tax). These terms might not be calculated in the same manner as, and thus might not be comparable to, similarly titled measures reported by other companies. The financial statement tables that accompany this press release include reconciliation of each non-GAAP financial measure to the most directly comparable GAAP financial measure.

Safe Harbor

Certain statements made in this news release are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and involve a high degree of risk and uncertainty. Forward-looking statements include statements regarding the Company’s anticipated financial and operating performance in 2012. All statements in this release, other than those setting forth strictly historical information, are forward-looking statements. Forward-looking statements are not guarantees of future performance, and actual results might differ materially. In particular, the Company makes no assurances that the estimates of revenues, gross margin, SG&A, Adjusted EBITDA, net income, earnings per share or earnings per diluted share set forth above will be achieved. Factors that could cause or contribute to such differences include actual demand for our services, our ability to attract, train and retain qualified staffing consultants, our ability to remain competitive in obtaining and retaining temporary staffing clients, the availability of qualified temporary nurses and other qualified temporary professionals, management of our growth, continued performance of our enterprise-wide information systems, and other risks detailed from time to time in our reports filed with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2011, as filed with the SEC on March 14, 2012 and our Forms 10-Q for the quarterly periods ended March 31, 2012, June 30, 2012 and September 30, 2012 as filed with the SEC on May 9, 2012, July 30, 2012 and November 8, 2012, respectively. We specifically disclaim any intention or duty to update any forward-looking statements contained in this news release.

SUMMARY CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(In thousands, except per share amounts)

Three Months Ended

Year Ended

December 31,

September 30,

December 31,

2012

2011

2012

2012

2011

Revenues

$

401,659

$

161,790

$

388,283

$

1,239,705

$

597,281

Cost of services

280,377

108,161

269,244

855,382

397,176

Gross profit

121,282

53,629

119,039

384,323

200,105

Selling, general and

administrative expenses

82,743

39,447

79,223

273,528

153,360

Amortization of intangible

assets

11,857

713

3,320

18,016

2,346

Operating income

26,682

13,469

36,496

92,779

44,399

Interest expense

(5,947

)

(711

)

(6,317

)

(17,872

)

(2,975

)

Interest income

10

―

33

49

39

Income before income

taxes

20,745

12,758

30,212

74,956

41,463

Provision for income taxes

9,423

5,257

12,779

32,303

17,166

Net income

$

11,322

$

7,501

$

17,433

$

42,653

$

24,297

Earnings per share:

Basic

$

0.22

$

0.20

$

0.33

$

0.91

$

0.66

Diluted

$

0.21

$

0.20

$

0.33

$

0.89

$

0.64

Number of shares and

share equivalents used to

calculate earnings per

share:

Basic

52,581

36,903

52,131

46,739

36,876

Diluted

53,680

37,773

53,162

47,826

37,758

SUPPLEMENTAL SEGMENT FINANCIAL INFORMATION (Unaudited)

(In thousands)

Three Months Ended

Year Ended

December 31,

September 30,

December 31,

2012

2011

2012

2012

2011

Revenues:

Technology –

Apex

$

207,576

$ ―

$

202,664

$

508,743

$ ―

Oxford

90,410

71,230

88,104

345,380

266,742

297,986

71,230

290,768

854,123

266,742

Life Sciences

40,293

40,921

40,646

162,799

155,324

Healthcare

37,308

25,927

29,390

120,104

94,598

Physician

26,072

23,712

27,479

102,679

80,617

$

401,659

$

161,790

$

388,283

$

1,239,705

$

597,281

Gross profit:

Technology –

Apex

$

56,752

$ ―

$

56,934

$

140,669

$ ―

Oxford

31,777

25,484

31,250

122,043

94,967

88,529

25,484

88,184

262,712

94,967

Life Sciences

14,225

13,618

14,002

55,874

52,643

Healthcare

10,660

7,395

8,483

34,282

26,637

Physician

7,868

7,132

8,370

31,455

25,858

$

121,282

$

53,629

$

119,039

$

384,323

$

200,105

SELECTED CASH FLOW INFORMATION (Unaudited)

(In thousands)

Three Months Ended

Year Ended

December 31,

September 30,

December 31,

2012

2011

2012

2012

2011

Cash (used in) provided

by operations

$

26,059

$

8,365

$

23,531

$

40,698

$

23,419

Capital expenditures

$

3,471

$

2,365

$

3,712

$

14,354

$

8,411

SELECTED CONSOLIDATED BALANCE SHEET DATA (Unaudited)

(In thousands)

December 31,

September 30,

2012

2011

2012

Cash and cash equivalents

$

27,479

$

17,739

$

13,873

Accounts receivable, net

243,003

93,925

247,731

Goodwill and intangible assets, net

763,239

259,440

772,598

Total assets

1,099,064

410,665

1,098,935

Current portion of long-term debt

10,000

5,000

10,000

Total current liabilities

119,770

56,409

129,480

Working capital

173,987

74,705

155,414

Long-term debt

416,588

81,750

429,088

Other long-term liabilities

29,983

25,763

23,912

Stockholders’ equity

532,723

246,743

516,455

RECONCILIATION OF GAAP NET INCOME AND EARNINGS PER SHARE TO NON-GAAP ADJUSTED EBITDA AND ADJUSTED EBITDA PER DILUTED SHARE (Unaudited)

(In thousands, except per share amounts)

Three Months Ended

December 31,

September 30,

2012

2011

2012

Net income

$

11,322

$

0.21

$

7,501

$

0.20

$

17,433

$

0.33

Interest expense, net

5,937

0.11

711

0.02

6,284

0.12

Provision for income taxes

9,423

0.18

5,257

0.14

12,779

0.24

Depreciation

1,860

0.03

1,594

0.04

1,817

0.03

Amortization of intangibles

11,857

0.22

713

0.02

3,320

0.06

EBITDA

40,399

0.75

15,776

0.42

41,633

0.78

Equity-based compensation

3,132

0.06

1,843

0.05

3,075

0.06

Acquisition-related costs

730

0.01

64

0.00

784

0.01

Adjusted EBITDA

$

44,261

$

0.82

$

17,683

$

0.47

$

45,492

$

0.86

(1

)

Weighted average common and common equivalent shares outstanding (diluted)

53,680

37,773

53,162

Year Ended

December 31,

2012

2011

Net income

$

42,653

$

0.89

$

24,297

$

0.64

Interest expense, net

17,823

0.37

2,936

0.08

Provision for income taxes

32,303

0.68

17,166

0.45

Depreciation

6,686

0.14

6,505

0.17

Amortization of intangibles

18,016

0.38

2,346

0.06

EBITDA

117,481

2.46

53,250

1.41

Equity-based compensation

9,706

0.20

6,927

0.18

Acquisition-related costs

10,568

0.22

1,056

0.03

Adjusted EBITDA

$

137,755

$

2.88

$

61,233

$

1.62

(1

)

Weighted average common

and common equivalent

shares outstanding (diluted)

47,826

37,758

_______

(1) Does not foot due to rounding

RECONCILIATION OF GAAP NET INCOME AND EARNINGS PER SHARE TO NET INCOME BEFORE ACQUISITION-RELATED COSTS AND EARNINGS PER SHARE BEFORE ACQUISITION-RELATED COSTS (Unaudited)

(In thousands, except per share amounts)

Three Months Ended

December 31,

September 30,

2012

2011

2012

Net income

$

11,322

$

0.21

$

7,501

$

0.20

$

17,433

$

0.33

Acquisition-related costs, net of income taxes

126

―

38

0.00

649

0.01

Net income before

acquisition-related costs

$

11,448

$

0.21

$

7,539

$

0.20

$

18,082

$

0.34

Weighted average common and common equivalent shares outstanding (diluted)

53,680

37,773

53,162

Year Ended

December 31,

2012

2011

Net income

$

42,653

$

0.89

$

24,297

$

0.64

Non-recurring charges related to refinancing, net of income taxes

701

0.01

―

―

Acquisition-related costs, net of income taxes

6,014

0.13

605

0.02

Net income before acquisition-related costs

$

49,368

$

1.03

$

24,902

$

0.66

Weighted average common and common equivalent shares outstanding (diluted)